UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q

(Mark One)

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the Quarterly Period Ended March 31, 2005.

[ ]  Transition   Report   Pursuant  to  Section  13 or 15(d) of the  Securities
     Exchange Act of 1934 For the transition period from ________ to ________


                         Commission File Number 0-22606


                      BRITTON & KOONTZ CAPITAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


          Mississippi                                64-0665423
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
 Incorporation or Organization)

                   500 Main Street, Natchez, Mississippi 39120
               (Address of Principal Executive Offices) (Zip Code)

                                  601-445-5576
              (Registrant's Telephone Number, Including Area Code)


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X]   No [  ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

2,116,316 Shares of Common Stock, Par Value $2.50, were outstanding as of May 1,
2005.



<PAGE>


                      BRITTON & KOONTZ CAPITAL CORPORATION
                                AND SUBSIDIARIES

                                      INDEX


PART I.     FINANCIAL INFORMATION


         Item 1. Financial Statements

                 Consolidated Statements of Financial Condition
                 Consolidated Statements of Income
                 Consolidated Statements of Changes in Stockholders' Equity
                 Consolidated Statements of Cash Flows
                 Notes to the Consolidated Financial Statements


         Item 2. Management's Discussion and Analysis of Financial Condition and
                 Results of Operations

         Item 3. Quantitative and Qualitative Disclosures About Market Risk

         Item 4. Controls and Procedures



PART II.    OTHER INFORMATION


         Item 6.  Exhibits



SIGNATURES


CERTIFICATIONS


<PAGE>




PART I            FINANCIAL INFORMATION

         Item 1.  Financial Statements


<PAGE>

              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                              FOR THE PERIODS ENDED




                                   A S S E T S

<TABLE>
<CAPTION>

                                                                             March 31,       December 31,
 ASSETS:                                                                       2005              2004
                                                                        ----------------  -----------------
<S>                                                                     <C>               <C>
 Cash and due from banks:
       Non-interest bearing                                                   $ 6,769,139       $ 5,739,604
       Interest bearing                                                           503,328           837,221
                                                                          ----------------  ----------------
              Total cash and due from banks                                     7,272,467         6,576,825

 Federal funds sold                                                                     -           109,031
 Investment Securities:
       Held-to-maturity (market value, in 2005 and 2004,
           of $40,234,217 and $41,337,742, respectively)                       39,026,015        39,803,853
       Available-for-sale (amortized cost, in 2005 and 2004,
           of $93,386,296 and $91,068,652, respectively)                       92,747,453        91,947,189
       Equity securities                                                        5,804,100         5,396,600
 Loans, less unearned income of $1,637 in 2005 and
           $1,996 in 2004, and allowance for loan losses of
           $2,307,545 in 2005 and $2,236,778 in 2004                          225,998,811       217,073,919
 Loans held for sale                                                            1,966,005         1,688,338
 Bank premises and equipment, net                                               8,254,726         8,265,756
 Other real estate, net                                                         1,352,515         1,320,337
 Accrued interest receivable                                                    2,170,718         2,127,079
 Cash surrender value of life insurance                                           911,114           943,481
 Deposit Premium                                                                  961,602           988,506
 Other assets                                                                     993,756           954,720
                                                                          ----------------  ----------------
 TOTAL ASSETS                                                               $ 387,459,282     $ 377,195,634
                                                                          ================  ================
</TABLE>
<TABLE>
<CAPTION>




                                    LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                             March 31,       December 31,
 LIABILITIES:                                                                  2005              2004
                                                                          ----------------  ----------------
 Deposits
<S>                                                                       <C>               <C>
       Non-interest bearing                                                  $ 41,160,172      $ 39,868,482
       Interest bearing                                                       191,544,341       186,419,447
                                                                          ----------------  ----------------
              Total deposits                                                  232,704,513       226,287,929

 Federal Home Loan Bank advances                                              105,185,830        96,922,871
 Federal funds purchased                                                        2,695,000         6,435,000
 Securities sold under repurchase agreements                                    8,346,102         8,103,381
 Accrued interest payable                                                       1,073,664           984,859
 Advances from borrowers for taxes and insurance                                  219,951           399,443
 Accrued taxes and other liabilities                                            1,197,150         1,910,383
 Junior subordinated debentures                                                 5,000,000         5,000,000
                                                                          ----------------  ----------------
              Total liabilities                                               356,422,210       346,043,866

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY:
 Common stock - $2.50 par value per share;
       12,000,000 shares authorized; 2,130,816 issued and 2,116,316
       outstanding for March 31, 2005 and December 31, 2004, respectively       5,327,040         5,327,040
 Additional paid-in capital                                                     7,254,113         7,254,113
 Retained earnings                                                             19,073,131        18,181,718
 Accumulated other comprehensive income                                          (359,837)          646,272
                                                                          ----------------  ----------------
                                                                               31,294,447        31,409,143
 Cost of 14,500 shares of common stock held by the company                       (257,375)         (257,375)
                                                                          ----------------  ----------------
              Total stockholders' equity                                       31,037,072        31,151,768
                                                                          ----------------  ----------------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $ 387,459,282     $ 377,195,634
                                                                          ================  ================


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

                                                               Three Months Ended
                                                                    March 31,
                                                        --------------------------------
                                                              2005             2004
                                                        ---------------   --------------

 INTEREST INCOME:
<S>                                                     <C>               <C>
 Interest and fees on loans                                $ 3,654,263      $ 3,406,487
 Interest on investment securities:
     Taxable interest income                                 1,090,030        1,019,685
     Exempt from federal taxes                                 408,837          407,404
 Interest on federal funds sold                                    492            1,335
                                                        ---------------   --------------
 Total interest income                                       5,153,622        4,834,911
                                                        ---------------   --------------

 INTEREST EXPENSE:
 Interest on deposits                                          886,040          858,491
 Interest on Federal Home Loan Bank advances                   801,036          631,480
 Interest on federal funds purchased                            29,520            4,219
 Interest on trust preferred securities                         71,699           54,548
 Interest on securities sold under repurchase agreements        46,763           28,851
                                                        ---------------   --------------
 Total interest expense                                      1,835,058        1,577,589
                                                        ---------------   --------------

 NET INTEREST INCOME                                         3,318,564        3,257,322

 Provision for loan losses                                      90,000          120,000
                                                        ---------------   --------------

 NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                                             3,228,564        3,137,322
                                                        ---------------   --------------

 OTHER INCOME:
 Service charges on deposit accounts                           319,252          313,853
 Income from fiduciary activities                               10,193           12,447
 Income from investment activities                              31,213           23,042
 Insurance premiums and commissions                                 71             (244)
 Gain/(loss) on sale of ORE                                      1,870          (19,817)
 Gain/(loss) on sale of mortgage loans                          94,514           89,029
 Gain/(loss) on sale of other assets                                 -           (1,000)
 Other                                                         148,524          153,723
                                                        ---------------   --------------
 Total other income                                            605,637          571,033
                                                        ---------------   --------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


 OTHER EXPENSES:
<S>                                                     <C>               <C>
 Salaries                                                    1,357,798        1,501,790
 Employee benefits                                             237,275          259,494
 Director fees                                                  51,525           47,660
 Net occupancy expense                                         241,679          215,977
 Equipment expenses                                            255,684          245,482
 FDIC assessment                                                 7,867            8,812
 Advertising                                                    54,220           51,562
 Stationery and supplies                                        50,797           60,747
 Audit expense                                                  47,451           40,030
 Other real estate expense                                       7,063           20,256
 Amortization of deposit premium                                26,904           26,904
 Other                                                         504,047          466,971
                                                        ---------------   --------------
 Total other expenses                                        2,842,310        2,945,684
                                                        ---------------   --------------


 INCOME BEFORE INCOME TAX EXPENSE                              991,891          762,671

 Income tax expense                                            100,478          138,611
                                                        ---------------   --------------
 NET INCOME                                                  $ 891,413        $ 624,060
                                                        ===============   ==============

 EARNINGS PER SHARE DATA:

 Basic earnings per share                                       $ 0.42           $ 0.30
                                                        ===============   ==============

 Basic weighted shares outstanding                           2,116,316        2,113,087
                                                        ===============   ==============

 Diluted earnings per share                                     $ 0.42           $ 0.29
                                                        ===============   ==============

 Diluted weighted shares outstanding                         2,120,750        2,119,730
                                                        ===============   ==============

</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                       BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                        FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004



                                                                                              Accumulated
                                                 Common Stock       Additional                   Other                     Total
                                            ----------------------   Paid-in     Retained     Comprehensive   Treasury  Stockholders
                                              Shares     Amount      Capital     Earnings       Income         Stock      Equity
                                            ---------- ----------- ----------- ------------  -------------- ---------- -------------

<S>                                         <C>        <C>         <C>         <C>            <C>           <C>         <C>
 Balance at December 31, 2003               2,113,087  $ 5,318,968 $ 7,225,408 $ 16,690,918    $ 1,218,680  $ (257,375) $30,196,599

 Comprehensive Income:
     Net income                                     -            -           -      624,060              -                  624,060

     Other comprehensive income (net of tax)
     Net change in unrealized gain/(loss)
        on securities available for sale,
        net of taxes for $134,371                                                                  225,875                  225,875
 Other Comprehensive gains from
        derivates, net of reclassification
        adjustment of $18,864                                                                       31,711                   31,711
                                            ---------- ----------- ----------- ------------  -------------- ---------- -------------
 Balance at March 31, 2004                  2,113,087  $ 5,318,968 $ 7,225,408 $ 17,314,978    $ 1,476,266  $ (257,375) $31,078,245
                                            ========== =========== =========== ============  ============== ========== =============


 Balance at December 31, 2004               2,116,316  $ 5,327,040 $ 7,254,113 $ 18,181,718    $   646,272  $ (257,375) $31,151,768

 Comprehensive Income:
     Net income                                     -            -           -      891,413              -                  891,413

     Other comprehensive income (net of tax)
     Net change in unrealized gain/(loss)
        on securities available for sale,
        net of taxes of $565,983                                                                  (951,398)                (951,398)
 Other Comprehensive gains from
        derivates, net of reclassification
        adjustment of $32,547                                                                      (54,711)                 (54,711)
                                            ---------- ----------- ----------- ------------  -------------- ---------- -------------
 Balance at March 31, 2005                  2,116,316  $ 5,327,040 $ 7,254,113 $ 19,073,131    $  (359,837) $ (257,375) $31,037,072
                                            ========== =========== =========== ============  ============== ========== =============




</TABLE>
<PAGE>
<TABLE>
<CAPTION>



              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             PERIODS ENDED MARCH 31,

                                                                                         2005                   2004
                                                                                  -------------------    -------------------

 CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                 <C>                    <C>
 Net income                                                                                $ 891,413              $ 624,060
 Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
          Deferred income taxes                                                             (130,869)                27,367
          Provision for loan losses                                                           90,000                120,000
          Provision for depreciation                                                         186,666                185,186
          Stock dividends received                                                           (36,000)               (16,800)
          (Gain)/loss on sale of other real estate                                            (1,870)                19,817
          (Gain)/loss on sale of other repossessed assets                                          -                  1,000
          (Gain)/loss on sale of mortgage loans                                              (94,514)               (89,029)
          Net amortization (accretion) of securities                                          94,839                195,190
          Amortization of deposit premium                                                     26,904                 26,904
          Writedown of other real estate                                                           -                 11,000
 Net change in:
          Loans held for sale                                                               (277,667)            (1,061,458)
          Accrued interest receivable                                                        (43,639)                65,236
          Cash surrender value                                                                32,367                (16,071)
          Other assets                                                                      (106,730)               606,678
          Accrued interest payable                                                            88,805                 23,260
          Accrued taxes and other liabilities                                                 16,165               (358,164)

                                                                                  -------------------    -------------------
          Net cash provided (used) by operating activities                                   735,870                364,176
                                                                                  -------------------    -------------------


 CASH FLOWS FROM INVESTING ACTIVITIES
          (Increase)/decrease in federal funds sold                                          109,031                 41,361
          Proceeds from sales, maturities and paydowns
          of investment securities                                                         5,396,887              6,927,104
          Purchase of FHLB stock                                                            (371,500)                     -
          Purchases of investment securities                                              (7,031,532)                     -
          (Increase)/decrease in loans                                                    (9,007,120)            (5,538,801)
          Proceeds from sale and transfers of other real estate                               36,870                327,248
          Proceeds from sale and transfers of other repossessed assets                             -                  6,000
          Purchase of premises and equipment                                                (175,636)              (543,886)

                                                                                  -------------------    -------------------
          Net cash provided (used) by financing activities                               (11,043,000)             1,219,026
                                                                                  -------------------    -------------------



</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                                         2005                   2004
                                                                                  -------------------    -------------------
 CASH FLOWS FROM FINANCING ACTIVITIES
<S>                                                                                 <C>                    <C>
          Increase /(decrease) in customer deposits                                        6,316,584              7,539,022
          Increase /(decrease) in brokered deposits                                          100,000                      -
          Increase /(decrease) in securities sold under
          repurchase agreements                                                              242,721                106,426
          Increase /(decrease) in federal funds purchased                                 (3,740,000)            (2,270,000)
          Increase /(decrease) in FHLB advances                                            8,262,959             (3,275,763)
          Increase /(decrease) in advances from borrowers
          for taxes and insurance                                                           (179,492)              (173,282)

                                                                                  -------------------    -------------------
          Net cash provided (used) by financing activities                                11,002,772              1,926,403
                                                                                  -------------------    -------------------

 NET INCREASE/(DECREASE) IN CASH AND DUE FROM BANKS                                          695,642              3,509,605
                                                                                  -------------------    -------------------

 CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD                                            6,576,825              8,359,755
                                                                                  -------------------    -------------------

 CASH AND DUE FROM BANKS AT END OF PERIOD                                                $ 7,272,467           $ 11,869,360
                                                                                  ===================    ===================



 SUPPLEMENTAL DISCLOSURES OF CASH FLOW                                                   2005                   2004
                                                                                  -------------------    -------------------
 INFORMATION:

          Cash paid during the year for interest                                         $ 1,746,253            $ 1,554,329
                                                                                  ===================    ===================

 SCHEDULE OF NONCASH INVESTING AND
 FINANCING ACTIVITIES:

           Transfers from loans foreclosed to other real estate                             $ 67,178               $ 51,565
                                                                                  ===================    ===================

          Change in unrealized gains (losses)
           on securities available for sale                                             $ (1,517,380)             $ 360,245
                                                                                  ===================    ===================

          Change in the deferred tax effect in unrealized
           gains (losses) on securities available for sale                                $ (565,983)             $ 134,371
                                                                                  ===================    ===================

          Change in unrealized gains (losses) on derivative                                $ (87,258)              $ 50,575
                                                                                  ===================    ===================

          Change in the deferred tax effect in
          unrealized gains (losses) on derivative                                          $ (32,547)              $ 18,864
                                                                                  ===================    ===================


</TABLE>
<PAGE>



              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2005



Note A.  Basis of Presentation

         The consolidated balance sheet for Britton & Koontz Capital Corporation
(the  "Company")  as of December  31,  2004,  has been  derived from the audited
financial  statements of the Company for the year then ended.  The  accompanying
consolidated  financial  statements  as of March 31,  2005,  are  unaudited  and
reflect all normal  recurring  adjustments  which, in the opinion of management,
are  necessary  for the fair  presentation  of financial  position and operating
results of the periods presented. Certain 2004 amounts have been reclassified to
conform to the 2005 presentation.


Note B.  Interest Rate Risk Management

         On May 9, 2002, Britton & Koontz Bank, N.A., the Company's wholly-owned
subsidiary  (the "Bank"),  entered into an off-balance  sheet interest rate swap
agreement to convert existing prime based loans to a fixed rate. Under the terms
of the  agreement,  the Bank receives a fixed rate of 7.635% and is obligated to
pay a  floating  rate  based  on  USD-Prime-H.15,  calculated  on a  contractual
notional amount of $5,000,000. The original term is for five years, expiring May
10, 2007. The fair value of this derivative, designated as a cash flow hedge and
considered highly effective,  was $64,941 at March 31, 2005, and is reflected in
other  assets.  The positive  impact on income  through  March 31, 2005,  is $27
thousand. Management does not consider the arrangement to have a material impact
toward the  Company's  liquidity or capital  resources  and or to pose any known
risks with respect to market or credit risk.


Note C.  Loans Held-for-Sale

         Loans  held-for-sale  are primarily  thirty year and fifteen year fixed
rate, one to four family real estate loans which are valued at the lower of cost
or market,  as determined by outstanding  commitments  from investors or current
investor yield requirements,  calculated on an individual basis. These loans are
sold to protect earnings and equity from  undesirable  shifts in interest rates.
Unrealized  losses on loans  held-for-sale  are  charged  against  income in the
period of decline.  Such declines are recorded in a valuation  allowance account
and deducted from the cost basis of the loans.  At March 31, 2005, no charge was
recorded. Gains on loans are recognized when realized.


Note D.  Trust Preferred Securities

         On March 26,  2003,  the Company  finalized  its  participation  in FTN
Financial  Capital Market's and Keefe,  Bruyette & Woods' pooled trust preferred
offering.  The Company  established  Britton & Koontz  Statutory Trust # 1 which
issued 5,000  capital  securities  and 155 common  securities  with an aggregate
liquidation  amount of $5 million and $155 thousand,  respectively.  The term of
the capital securities and debentures is 30 years, callable after 5 years at the
option of the Company.  The initial interest rate is 4.41%,  adjusting quarterly
at 3-Month LIBOR plus 3.15% and capped at 11.75%.


  Note E.  Loan Commitments

         In the ordinary course of business, the Company enters into commitments
to extend credit to its customers.  Letters of credit  included in the financial
statements  at March 31, 2005 and December 31, 2004,  were $2.1 million and $2.1
million,  respectively. As of March 31, 2005, the Company had entered into other
commercial and residential loan  commitments with certain  customers that had an
aggregate  unused  balance of $46.4  million,  an increase from $40.7 million at
December 31, 2004.  Because letters of credit and loan commitments often are not
used in their  entirety,  if at all,  before they  expire,  the balances on such
commitments should not be used to project actual future liquidity  requirements.
However,  the Company  does  incorporate  expectations  about the level of draws
under all credit-related commitments into its funds management process.


<PAGE>

  Note F.  Earnings per Share

         Basic  income per share  amounts are computed by dividing net income by
the weighted  average number of common shares  outstanding.  The  computation of
diluted  income per share  assumes the  exercise of all  outstanding  securities
potentially convertible into common stock, including options granted, unless the
effect is  anti-dilutive.  The effect will be  anti-dilutive  when the  exercise
price per share of an option exceeds the current market price for a share of our
common stock. The following is information about the computation of earnings per
share for the three months ended March 31, 2005 and 2004.

                                                   For the three months ended
                                                            March 31,
                                                 -----------------------------
                                                       2005            2004
                                                 -------------  --------------
Basic weighted average shares outstanding            2,116,316       2,113,087
Dilutive effect of granted options                       4,434           6,643

Diluted weighted average shares outstanding          2,120,750       2,119,730
Net income                                           $ 891,413       $ 624,060
Net income per share-basic                           $     .42       $     .30
Net income per share-diluted                         $     .42       $     .29


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

             This  discussion  is  intended  to  present  a review  of the major
factors  affecting  the  financial  condition  and results of  operations of the
Company as of March 31, 2005,  and disclose and expand on material  changes from
prior periods.

SUMMARY

             The Company had net income of  approximately  $891 thousand  ($0.42
basic and diluted earnings per share) for the three months ended March 31, 2005,
compared to $624 thousand ($0.30 basic and $0.29 diluted earnings per share) for
the three months ended March 31, 2004.

             Total assets increased $10.3 million to $387.5 million at March 31,
2005,  from $377.2 million at December 31, 2004.  Since  year-end,  cash and due
from  banks   increased  $695  thousand  to  $7.3  million,   available-for-sale
investment  securities  increased  $800  thousand  to $92.7  million  while  the
held-to-maturity  portfolio  fell $778  thousand  to $39.0  million.  Net loans,
excluding  loans held for sale, at March 31, 2005,  increased  $8.9 million from
the end of the year to $226.0  million.  Other real estate owned  increased  $32
thousand to $1.4 million over the same period.  Deposits  increased $6.4 million
from December 31, 2004, to $232.7  million at March 31, 2005,  while  borrowings
increased  $4.8  million  to  $116.2   million  over  the  same  period.   Total
stockholders' equity decreased $114 thousand to $31.0 million.  Earnings of $891
thousand were offset by $951 thousand and $55 thousand from unrealized losses in
the  available-for-sale  investment portfolio and off-balance sheet derivatives,
respectively.

<PAGE>

             Financial Condition

             Assets

             The  Company's  total assets  increased  $10.3  million from $377.2
million at December 31, 2004 to $387.5  million at March 31, 2005. The Company's
investment  portfolio remained relatively stable at $137.6 million while the net
loan  balance,  excluding  loans held for sale,  grew 4% from $217.1  million at
December 31, 2004 to $226.0 million at March 31, 2005.

             Investment Securities

             The Company's  investment portfolio at March 31, 2005, consisted of
mortgage-backed, municipal, and corporate securities. Investment securities that
are deemed to be  held-to-maturity  ("HTM") are  accounted  for by the amortized
cost method while  securities  in the  available-for-sale  ("AFS")  category are
accounted for at fair value.

             Management  determines  the  classification  of its  securities  at
acquisition.  Generally, municipal securities are classified as held-to-maturity
whereas  mortgage  backed  securities  are  generally  classified  as available-
for-sale.  Total HTM and AFS investment securities remained relatively stable at
$131.8 million as cash flows for the 1st quarter were  re-invested back into the
market.  Equity securities increased $408 thousand to $5.8 million from December
31, 2004, to March 31, 2005,  due primarily to the purchase of Federal Home Loan
Bank stock. At March 31, 2005,  equity  securities  were comprised  primarily of
Federal  Reserve  Bank stock of $522  thousand,  Federal Home Loan Bank stock of
$5.1  million and ECD  Investments,  LLC ("ECD")  membership  interests  of $100
thousand.  ECD  is  a  vehicle  through  which  banks,   individuals  and  other
institutions can participate in economic and business development  activities in
economically  depressed regions of the country, in this instance,  the states of
Arkansas, Louisiana and Mississippi.

             The amortized cost of the Bank's investment  securities,  including
HTM and AFS securities, at March 31, 2005, and December 31, 2004, are summarized
in Table 1.

             TABLE 1: COMPOSITION OF INVESTMENT PORTFOLIO (Amortized Cost)

                                          03/31/05            12/31/04
                                         -------------     -------------
    Mortgage-Backed Securities           $ 92,516,268       $ 90,545,807
    Agencies Obligations                    3,997,770          3,997,544
    Obligations of State and
      Political Subdivisions               34,894,309         35,321,402
    Other Debt Securities                   1,003,964          1,007,752
                                         =============      ============
                                         $132,412,311       $130,872,505
                                         =============      ============

             Loans

             Loan growth of 4% during the first quarter of 2005 exceeded Company
expectations  of 2.5%.  Management  expects  higher  demand in all three Company
markets (Baton Rouge, Louisiana, and Natchez and Vicksburg,  Mississippi), which
ultimately led to the increase,  to continue  through the second quarter of this
year.  Loans secured by real estate were the primary  contributor to the growth;
there were also slight  increases  in  commercial  loans.  Home equity  lines of
credit continued to show signs of strength,  increasing 7.5% to $13.3 million in
the first quarter,  as a result of the success of loan specials  featuring lower
interest rates for a specified  length of time. The Company does not believe the
low  interest  rates  on the loan  specials  will  impact  net  interest  margin
negatively in the long-term.  The percentage of net loans,  excluding loans held
for sale,  to total assets  increased  to 58.3% at March 31,  2005,  compared to
57.5% at December  31,  2004.  The loan to deposit  ratio was 97.1% at March 31,
2005 compared to 95.9% at year-end

             Table 2 presents the Bank's loan portfolio composition at March 31,
2005, and December 31, 2004.

<PAGE>


             TABLE 2: COMPOSITION OF LOAN PORTFOLIO

                                             03/31/05                 12/31/04
                                           ------------             ------------
Commercial, financial & agricultural       $ 32,115,000             $ 31,589,000
Real estate-construction                     21,462,000               18,360,000
Real estate-1-4 family residential           86,128,000               85,629,000
Real estate-other                            76,858,000               70,945,000
Installment                                  13,502,000               14,229,000
Other                                           210,000                  249,000
                                           ------------             ------------
       Total loans                         $230,275,000             $221,001,000
                                           ============             ============


             The Company's  loan portfolio at March 31, 2005, had no significant
  concentrations  of loans other than in the  categories  presented in the table
  above.

             Bank Premises

             The Company ended the year with six  locations  due to  significant
  consolidation  efforts  throughout  2004, as discussed in the Company's Annual
  Report on Form 10-KSB for the year ended December 31, 2004. There have been no
  material changes in the Company's premises since the year-end.

             Asset Quality

             Nonperforming  assets,  including  non-accrual  loans,  other  real
estate and loans 90 days or more  delinquent,  increased  $407  thousand to $2.6
million at March 31, 2005, from $2.2 million at year-end. The increase is mainly
due to  non-accrual  loans,  but the current  level is not deemed to represent a
material decline in overall credit quality.  The bank's nonperforming loan ratio
increased to .56% at March 31, 2005, from .41% at December 31, 2004. A breakdown
of  nonperforming  assets at March 31, 2005,  and December 31, 2004, is shown in
Table 3.

             TABLE 3: BREAKDOWN OF NONPERFORMING ASSETS

                                                 03/31/05           12/31/04
                                              -------------        ------------
                                                    (dollars in thousands)
    Non-accrual loans by type
      Real estate                               $     713          $     532
      Installment                                      59                 26
      Commercial and all other loans                  342                214
                                              -------------       ------------
          Total non-accrual loans                   1,114                772
      Loans past due 90 days or more                  161                129
                                              -------------       ------------
          Total nonperforming loans                 1,275                901
      Other real estate owned (net)                 1,353              1,320
                                              -------------       ------------
          Total nonperforming assets            $   2,628          $   2,221
                                              =============       ============
    Nonperforming loans as a percent
      of loans, net of unearned interest
      and loans held for sale                        .56%               .41%
                                              =============       ============


<PAGE>


             Allowance for Possible Loan Losses

             The  allowance  for  loan  losses  is  established  as  losses  are
estimated through a provision for loan losses charged against  operations and is
maintained at a level that management considers adequate to absorb losses in the
loan  portfolio.  The allowance is subject to change as management  re-evaluates
the adequacy of the  allowance on a quarterly  basis.  Management's  judgment in
determining the adequacy of the allowance is inherently  subjective and is based
on  the   evaluation   of  individual   loans,   the  known  and  inherent  risk
characteristics  and size of the loan  portfolios,  the  assessment  of  current
economic and real estate  market  conditions,  estimates of the current value of
underlying collateral, past loan loss experience, review of regulatory authority
examination  reports  and  evaluations  of  specific  loans and  other  relevant
factors.  The bank risk rates each loan at the initiation of the transaction and
risk ratings are reviewed and changed,  when  necessary,  during the life of the
loan.

             The  allowance  consists  of  specific,   general  and  unallocated
components.  The  specific  component  relates  to  loans  that  are  considered
impaired.  Loan loss reserve factors are multiplied against the balances in each
risk  rating  category  to  arrive  at the  appropriate  level  of the  specific
component of the  allowance.  Loans  assigned  higher risk ratings are monitored
more closely by  management.  The general  component of the  allowance  for loan
losses  groups  loans with  similar  characteristics;  the level of the  general
component is a percentage of the balance of these loans. The percentage is based
upon  historical  losses  and the  inherent  risks  within  each  category.  The
unallocated portion of the allowance reflects  management's estimate of probable
but undetected  losses inherent in the portfolio;  such estimates are influenced
by  uncertainties  in  economic  conditions,  delays in  obtaining  information,
including  unfavorable  information  about  a  borrower's  financial  condition,
difficulty in identifying  triggering  events that correlate to subsequent  loss
rates,  and  risk  factors  that  have  not yet  manifested  themselves  in loss
allocation  factors.  The  methodology  for  determining  the  adequacy  of  the
allowance for loan losses is  consistently  applied;  however,  revisions may be
made to the methodology and assumptions based on historical  information related
to charge-off and recovery experience and management's evaluation of the current
loan portfolio.

             Based upon this evaluation,  management  believes the allowance for
loan losses of $2.3 million at March 31, 2005,  which  represents 1.01% of gross
loans held to maturity,  is adequate,  under prevailing economic conditions,  to
absorb  probable  losses on existing  loans.  At March 31, 2005,  total reserves
included specific  reserves of $882 thousand,  general reserves of $928 thousand
and unallocated  reserves of $490 thousand.  At December 31, 2004, the allowance
for loan loss was $2.2 million or 1.02% of gross loans held to maturity

             Provision for Possible Loan Losses

             The  provision  for possible loan losses is a charge to earnings to
maintain the  allowance  for  possible  loan losses at a level  consistent  with
management's  assessment of the loan  portfolio in light of current and expected
economic conditions.  The Company's regular review of the allowance is an effort
to  maintain  it at an  adequate  level and make a proper  provision  expense to
earnings.

<PAGE>



             Table 4 details allowance activity for the three months ended March
31, 2005 and 2004:

             TABLE 4: ACTIVITY OF ALLOWANCE FOR POSSIBLE LOAN LOSSES

                                                  03/31/05          03/31/04
                                                -------------    -------------
                                                    (dollars in thousands)
Balance at beginning of period                     $ 2,237           $ 2,070
    Charge-offs:
      Real Estate                                       (3)               (3)
      Commercial                                        (8)               (1)
      Installment and other                            (16)              (13)
    Recoveries:
      Real Estate                                        0                 1
      Commercial                                         5                 1
      Installment and other                              3                 4
                                                ------------     -------------
    Net (charge-offs)/recoveries                       (19)              (11)
      Provision charged to operations                   90               120
                                                ------------     -------------
Balance at end of period                           $ 2,308           $ 2,179
                                                ============     =============
Allowance for loan losses as a percent of
  loans, net of unearned interest & loans
   held for sale                                      1.01%             1.03%
                                                ============     =============
Net charge-offs as a percent of average loans          .01%              .01%
                                                ============     =============

             Potential Problem Loans

             At March 31,  2005,  the  Company  had no loans,  other  than those
  balances   incorporated  in  tables  3  and  4  above,  which  management  had
  significant  doubts as to the ability of the  borrower to comply with  current
  repayment terms.

             Deposits

             Total  deposits  increased  $6.4  million  from  $226.3  million at
December 31, 2004,  to $232.7  million at March 31, 2005.  The increase in total
deposits  is due  primarily  to an  increase in  non-maturity  public  funds and
customer demand deposits.  The Company's markets are very competitive  providing
some volatility in obtaining  deposits  associated with public  entities.  These
deposits are considered to be part of the total non-core  wholesale funding used
to fund investments and loans.

             TABLE 5: COMPOSITION OF DEPOSITS

                                         03/31/05                 12/31/04
                                      --------------            --------------
Non-Interest Bearing                  $   41,160,172            $   39,868,482
NOW Accounts                              33,428,983                28,103,197
Money Market Deposit Accounts             21,266,293                24,974,678
Savings Accounts                          19,222,117                16,490,444
Certificates of Deposit                  117,626,948               116,851,128
                                      --------------            --------------
       Total Deposits                 $  232,704,513            $  226,287,929
                                      ==============            ==============

<PAGE>


             Borrowings

             Total bank borrowings,  including  Federal Home Loan Bank advances,
Federal Funds  purchased,  and customer  repurchase  agreements,  increased $4.8
million from $111.5  million at December 31, 2004 to $116.2 million at March 31,
2005.  The  additional  borrowed  funds along with the increase in bank deposits
were used to fund the bank's $8.9 million increase in loans.

             Capital

             Stockholders'  equity  totaled  $31.0  million  at March  31,  2005
compared to $31.2  million at December 31,  2004.  The decrease is the result of
net income of $891  thousand for the three months ended March 31, 2005 offset by
the change in  comprehensive  income/(loss)  over the same period  totaling $1.0
million.  The calculation of comprehensive income includes changes in unrealized
gains or  losses  in  available-for-sale  securities  of $951  thousand  and the
recognition of the change in fair value of certain derivative instruments of $55
thousand.  Due to the nature of the investment  portfolio,  management considers
declines due to interest  rates to be a temporary  impairment  of the  security.
Components of comprehensive  income are excluded from the calculation of capital
ratios.  The Company maintained a total capital to risk weighted assets ratio of
15.08%,  a Tier 1 capital to risk weighted assets ratio of 14.16% and a leverage
ratio of 9.27% at March 31, 2005. These levels  substantially exceed the minimum
requirements of bank regulatory  agencies for  well-capitalized  institutions of
10.00%,  6.00% and 5.00%  respectively.  The  ratio of  shareholders'  equity to
assets  decreased  to 8.0% at March 31,  2005,  compared to 8.3% at December 31,
2004.

             Off-Balance Sheet Arrangements

             There have been no significant changes in the Company's off-balance
  sheet arrangements during the three months ended March 31, 2005. See Note B to
  the Company's  consolidated  financial  statements  for a  description  of the
  Company's off-balance sheet arrangements.


             Results of Operations

             Net Income

             Net income for the three  months  ended March 31,  2005,  increased
$267 thousand to $891  thousand,  or $0.42 per diluted  share,  compared to $624
thousand,  or $0.29 per diluted share for the same period in 2004.  The increase
is primarily  due to  additional  net interest  income after  provision for loan
losses of $91 thousand,  an increase in net non-interest  income/expense of $139
thousand  and a  one-time  tax  adjustment  of $124  thousand  made in the first
quarter of 2005 associated  with bank owned life  insurance.  Returns on average
assets and  average  equity  were .93% and  11.42% in the first  quarter of 2005
compared  to .67% and 8.16% in the first  quarter  of 2004.  Returns  on average
assets and average equity excluding the annualized  effect of the tax adjustment
amounted  to .83%  and  10.29%,  respectively.  Consolidation  of bank  premises
throughout  2004 and reductions in full-time  equivalents  from 149 at March 31,
2004, to 125 at March 31, 2005,  provided for a more profitable first quarter of
2005.   Management  believes  the  consolidation   initiatives  will  result  in
additional  savings in occupancy,  supplies and  communication  costs during the
current  calendar year.  Management  does not believe the reduction in employees
will adversely  affect ongoing  operations but instead will allow the Company to
be more competitive in all three markets it serves.

             Net Interest Income and Net Interest Margin

             One of the  largest  components  of the  Company's  earnings is net
interest  income (NII),  which is the  difference  between the interest and fees
earned on loans and  investments and the interest paid for deposits and borrowed
funds.  The net  interest  margin (NIM) is net  interest  income  expressed as a
percentage of average earning assets.

              Net interest income increased $61 thousand to $3.3 million for the
three  months  ended  March 31, 2005  compared  to the same  period in 2004.  An
increase in loan volume,  partially  offset by rising  interest rates during the
first quarter of 2005,  contributed  to the increase in NII. The  annualized net
interest margin was 3.64% for the three months ended March 31, 2005, compared to

<PAGE>


3.73% for the same  period in 2004.  Additional  volumes  and  compression  from
higher interest rates  contributed to the narrowing of net interest margin.  The
expected rising rate environment throughout 2005 will add additional pressure on
net interest income and net interest  margin.  Management  anticipates  that the
effects of rising interest rates offset by continued  above-average  loan growth
will help to minimize this pressure on NII and NIM.

             Non-Interest Income

             Non-interest  income includes service charges on deposit  accounts,
income from fiduciary and brokerage activities,  gains from the sale of mortgage
loans  and  other  revenue  not  derived  from   interest  on  earning   assets.
Non-interest  income for the three months ended March 31,  2005,  increased  $35
thousand over the same period in 2004.  The increase was primarily the result of
higher  revenues  from the sale of  mortgage  loans,  higher  fees from  service
charges on deposit  accounts and investment  activities.  Income was received on
$8.0  million  in sales of  mortgage  loans  during  the first  quarter  of 2005
compared to $11.1 million in 2004.

             Non-Interest Expense

             Non-interest  expense  includes  salaries and benefits,  occupancy,
equipment,  audit and other operating  expenses.  Non-interest  expenses for the
three months ended March 31, 2005 were $2.8 million compared to $2.9 million for
the same  period  in 2004.  As was  discussed  earlier,  in  consolidating  bank
premises and employee  reductions,  the Company was able to realize  lower costs
associated with employee salary and benefits.

                Income Taxes

             The Company  recorded  income tax expense of $100  thousand for the
three months ended March 31, 2005, compared to $139 thousand for the same period
in 2004. The decrease resulted from the Company's  adjustment of a tax liability
in the amount of $124  thousand  established  in 1994  related  to the  possible
cancellation of bank owned life insurance.  It was determined that the liability
will not be needed since management intends to keep the policies until maturity.

             Liquidity and Capital Resources

             The  Company  utilizes  a  funds   management   process  to  assist
management in maintaining  net interest income during times of rising or falling
interest rates and in maintaining  sufficient  liquidity.  Principal  sources of
liquidity  for the  Company  are asset cash  flows,  customer  deposits  and the
ability to borrow against investment securities and loans.  Secondary sources of
liquidity  include the sale of  investment  and loan assets.  All  components of
liquidity are reviewed and analyzed on a monthly basis.

             The Company has established a liquidity  contingency  plan to guide
the Bank in the event of a  liquidity  crisis.  The plan  describes  the  normal
operating  environment,  prioritizes  funding  options and  outlines  management
responsibilities and board notification procedures.

             The Company's cash and cash equivalents  increased $577 thousand to
$8.9  million at March 31, 2005 from $8.4  million at December  31,  2004.  Cash
provided by operating and financing  activities during the first quarter of this
year was $4.1 million and $4.2 million, respectively, while investing activities
used $7.8 million. Investing activities include a net increase in loans of $13.0
million  along with the  purchase  of $16.9  million of  investment  securities,
offset by pay downs of $21.1 million.

             At March 31, 2005,  the Company had  unsecured  federal funds lines
with  correspondent  banks of $32 million and  maintained the ability to draw on
its  line  of  credit  with  the  Federal  Home  Loan  Bank  in  the  amount  of
approximately  $4 million.  In  addition to these lines of credit,  the bank had
approximately $83 million in unencumbered  investment  securities  available for
collateralized  borrowing.  Management  believes it maintains adequate liquidity
for the Company's current needs.

<PAGE>


                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Report includes "forward-looking  statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange  Act of 1934,  as  amended.  Although  the  Company  believes  that the
expectations reflected in such forward-looking  statements are reasonable,  such
forward-looking  statements are based on numerous assumptions (some of which may
prove to be incorrect)  and are subject to risks and  uncertainties  which could
cause the actual results to differ  materially from the Company's  expectations.
Forward-looking  statements have been and will be made in written  documents and
oral  presentations  of the Company.  Such  statements are based on management's
beliefs as well as assumptions  made by and information  currently  available to
management.  When used in the  Company's  documents or oral  presentations,  the
words "anticipate", "believe", "estimate", "expect", "objective",  "projection",
"forecast",   "goal"  and   similar   expressions   are   intended  to  identify
forward-looking  statements.  In addition to any  assumptions  and other factors
referred to  specifically in connection  with such  forward-looking  statements,
factors that could cause the Company's actual results to differ  materially from
those  contemplated in any  forward-looking  statements  include,  among others,
increased competition,  regulatory factors, economic conditions, changing market
conditions,  availability or cost of capital,  employee workforce factors, costs
and other  effects  of legal and  administrative  proceedings,  and  changes  in
federal,  state or local  legislative  requirements.  The Company  undertakes no
obligation  to update or revise  any  forward-looking  statements,  whether as a
result of changes in actual  results,  changes in  assumptions  or other factors
affecting such statements.

Item 3.      Quantitative and Qualitative Disclosures About Market Risk

             Market risk reflects the potential risk of economic loss that would
result from adverse  changes in interest  rates and market  prices.  The risk is
usually seen in either reduced  market value of financial  assets or reduced net
interest income in future periods.

         The Company utilizes an  asset/liability  committee  comprised of three
outside  directors,  the Bank's Chief Executive  Officer and its Chief Financial
Officer, who acts as chairman of the committee.  The committee meets monthly and
its primary  responsibility  is the management of the assets and  liabilities of
the Bank to produce a stable and evenly rising flow of net interest  income,  an
appropriate level of capital and a level of liquidity adequate to respond to the
needs of depositors  and borrowers and to earnings'  enhancement  opportunities.
The committee  manages the interest rate risk inherent in the loan,  investment,
deposit and borrowed funds portfolios.  Further,  the committee manages the risk
profile of the Company and  determines  strategies  to  maintain  interest  rate
sensitivity at a low level.

             Annually,  an economic  value of equity  analysis is  performed  to
determine the sensitivity of capital associated with interest rate changes.  The
analysis  showed that,  at December 31, 2004,  in a rising rate  scenario  where
rates moved up by 200 basis  points,  the value of equity would  decline by less
than 15%. The  committee as reported to the Board of Directors  agreed that this
was well within acceptable limits.

             There have been no significant changes in the Company's market risk
position since December 31, 2004.


 Item 4. Controls and Procedures

             As of the end of the  period  covered by this  quarterly  report on
Form 10-Q, the Company carried out an evaluation, under the supervision and with
the  participation of our principal  executive  officer and principal  financial
officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures as defined in Rule  13a-15(e) and Rule  15d-15(e)  under
the Securities Exchange Act of 1934, as amended.  Based on this evaluation,  our
principal  executive officer and principal  financial officer concluded that our
disclosure  controls and  procedures  are  effective in timely  alerting them to
material information required to be included in our periodic SEC reports.  There
has been no change in the Company's  internal  control over financial  reporting
that  occurred  during  the  Company's  most  recent  fiscal  quarter  that  has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

<PAGE>

PART II.  OTHER INFORMATION


Item 6.      Exhibits


                                  EXHIBIT INDEX


Exhibit                             Description of Exhibit

3.1           Restated  Articles of  Incorporation  of Britton & Koontz  Capital
              Corporation,   incorporated   by   reference  to  Exhibit  4.1  to
              Registrant's  Registration Statement on Form S-8, Registration No.
              333-20631, filed with the Commission on January 29, 1997. *

3.2           By-Laws of Britton & Koontz  Capital  Corporation,  as amended and
              restated, incorporated by reference to Exhibit 3.2 to Registrant's
              Annual  Report on Form 10-KSB filed with the  Commission  on March
              30, 1998. *

4.1           Shareholder Rights Agreement dated June 1, 1996, between Britton &
              Koontz  Capital  Corporation  and Britton & Koontz First  National
              Bank, as Rights Agent, incorporated by reference to Exhibit 4.3 to
              Registrant's  Registration Statement on Form S-8, Registration No.
              333-20631, filed with the Commission on January 29, 1997. *

31.1          Certifications  of  the  Chief  Executive  Officer,   as  required
              pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2          Certifications  of  the  Chief  Financial  Officer,   as  required
              pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1          Certifications  of  the  Chief  Executive  Officer,   as  required
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2          Certifications  of  the  Chief  Financial  Officer,   as  required
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*             As indicated in the column entitled "Description of Exhibits" this
              exhibit  is   incorporated  by  reference  to  another  filing  or
              document.


<PAGE>


                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                            BRITTON & KOONTZ CAPITAL CORPORATION




Date:     May 13, 2005                      /s/ W. Page Ogden
                                            ------------------------------------
                                            W. Page Ogden
                                            Chairman and Chief Executive Officer




Date:     May 13, 2005                      /s/ William M. Salters
                                            ------------------------------------
                                            William M. Salters
                                            Chief Financial Officer



<PAGE>




                                  EXHIBIT 31.1

             SECTION 302 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER

<PAGE>



                                                                    EXHIBIT 31.1



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


         I, W. Page Ogden, certify that:



         1. I have  reviewed  this  quarterly  report on Form 10-Q of  Britton &
         Koontz Capital Corporation;

         2. Based on my  knowledge,  this  report  does not  contain  any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

         4. The registrant's  other certifying officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for  the
         registrant and have:

         a) designed such  disclosure  controls and  procedures,  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to  ensure  that  material  information  relating  to the
         registrant,  including its consolidated subsidiaries,  is made known to
         us by others within those entities,  particularly  during the period in
         which this report is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and procedures and presented in this report our  conclusions  about the
         effectiveness of the disclosure controls and procedures,  as of the end
         of the period covered by the report based on such evaluation; and

         c)  disclosed  in this report any change in the  registrant's  internal
         control over financial  reporting that occurred during the registrant's
         most recent fiscal quarter (the  registrant's  fourth fiscal quarter in
         the case of an  annual  report)  that has  materially  affected,  or is
         reasonably  likely to  materially  affect,  the  registrant's  internal
         control over financial reporting; and

         5. The  registrant's  other  certifying  officer and I have  disclosed,
         based on our most recent  evaluation of internal control over financial
         reporting,  to the registrant's auditors and the audit committee of the
         registrant's  board of directors (or persons  performing the equivalent
         functions):

         a) all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the  registrant's  ability to
         record, process, summarize and report financial information; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal control over financial reporting.





Date:     May 13, 2005                      /s/ W. Page Ogden
                                            ------------------------------------
                                            W. Page Ogden
                                            Chief Executive Officer



<PAGE>



                                  EXHIBIT 31.2

             SECTION 302 - CERTIFICATION OF CHIEF FINANCIAL OFFICER

<PAGE>
                                                                    EXHIBIT 31.2



                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


         I, William M. Salters, certify that:



         1. I have  reviewed  this  quarterly  report on Form 10-Q of  Britton &
         Koontz Capital Corporation;

         2. Based on my  knowledge,  this  report  does not  contain  any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

         4. The registrant's  other certifying officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for  the
         registrant and have:

         a) designed such  disclosure  controls and  procedures,  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to  ensure  that  material  information  relating  to the
         registrant,  including its consolidated subsidiaries,  is made known to
         us by others within those entities,  particularly  during the period in
         which this report is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and procedures and presented in this report our  conclusions  about the
         effectiveness of the disclosure controls and procedures,  as of the end
         of the period covered by the report based on such evaluation; and

         c)  disclosed  in this report any change in the  registrant's  internal
         control over financial  reporting that occurred during the registrant's
         most recent fiscal quarter (the  registrant's  fourth fiscal quarter in
         the case of an  annual  report)  that has  materially  affected,  or is
         reasonably  likely to  materially  affect,  the  registrant's  internal
         control over financial reporting; and

         5. The  registrant's  other  certifying  officer and I have  disclosed,
         based on our most recent  evaluation of internal control over financial
         reporting,  to the registrant's auditors and the audit committee of the
         registrant's  board of directors (or persons  performing the equivalent
         functions):

         a) all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the  registrant's  ability to
         record, process, summarize and report financial information; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal control over financial reporting.






Date:     May 13, 2005                      /s/ William M. Salters
                                            ------------------------------------
                                            William M. Salters
                                            Chief Financial Officer







<PAGE>


                                  EXHIBIT 32.1

             SECTION 906 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER



<PAGE>

                                                                    EXHIBIT 32.1




                    Certification of Chief Executive Officer
                         Pursuant to 18 U.S.C. ss. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)


         In connection  with the  Quarterly  Report on Form 10-Q for the quarter
ended March 31, 2005, of Britton & Koontz Capital  Corporation  (the "Company"),
as filed  with the  Securities  Exchange  Commission  on the  date  hereof  (the
"Quarterly  Report"),  I, W. Page Ogden, Chief Executive Officer of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:


(1)           the  Quarterly  Report fully  complies  with the  requirements  of
              Section 13(a) or 15(d) of the Securities  Exchange Act of 1934, as
              amended; and

(2)           the information contained in the Quarterly Report fairly presents,
              in all material respects,  the financial  condition and results of
              operations of the Company.





Date:     May 13, 2005                      /s/ W. Page Ogden
                                            ------------------------------------
                                            W. Page Ogden
                                            Chief Executive Officer


<PAGE>




                                  EXHIBIT 32.2

             SECTION 906 - CERTIFICATION OF CHIEF FINANCIAL OFFICER




<PAGE>
                                                                    EXHIBIT 32.2







                    Certification of Chief Financial Officer
                         Pursuant to 18 U.S.C. ss. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)


         In connection  with the  Quarterly  Report on Form 10-Q for the quarter
ended March 31, 2005, of Britton & Koontz Capital  Corporation  (the "Company"),
as filed  with the  Securities  Exchange  Commission  on the  date  hereof  (the
"Quarterly  Report"),  I, William M.  Salters,  Chief  Financial  Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:


(1)           the  Quarterly  Report fully  complies  with the  requirements  of
              Section 13(a) or 15(d) of the Securities  Exchange Act of 1934, as
              amended; and

(2)           the information contained in the Quarterly Report fairly presents,
              in all material respects,  the financial  condition and results of
              operations of the Company.






Date:     May 13, 2005                      /s/ William M. Salters
                                            ------------------------------------
                                            William M. Salters
                                            Chief Financial Officer